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Federal Register / Vol. 86, No. 117 / Tuesday, June 22, 2021 / Notices
lotter on DSK11XQN23PROD with NOTICES1

Members of senior management or the Board of Directors of ICE, independents and employees of ICE Trade Vaults users with derivatives industry experience.34 ICE considers several factors in determining the composition of the ITV Board, including whether directors, both individually and collectively, possess the required integrity, experience, judgment, commitment, skills and expertise to exercise their obligations of oversight and guidance over an SDR and a swap data repository regulated by the CFTC.35
Additionally, in accordance with Exchange Act Rule 13n4c2, ICE
Trade Vault provides users with the opportunity to participate in the process for nominating the ICE Trade Vault independent director and with the right to petition for alternative candidates.36
At least one director will at all times be independent in accordance with applicable provisions of the New York Stock Exchange Listed Company Manual.37 Two officers of ICE Trade Vaults parent, ICE, currently serve as the non-independent directors.38 ICE
shall periodically review the composition of the ITV Board to assure that the level of representation of directors is appropriate for the interests of these constituencies in ICE Trade Vault.39
The ITV Board oversees all risks relating to ICE Trade Vault.40 The powers and authority of the ITV Board include the ability to: i Designate and authorize specific appointed officers to act on behalf of the ITV Board; ii fix, determine and levy all fees, when necessary; iii prepare and amend the Rulebook; iv act in emergencies; and v delegate any such power to the appropriate party.41 The ITV Board oversees ICE Trade Vaults SDR
functions as well as other regulated services that ICE Trade Vault provides, such as the swap data repository registered with the CFTC.42
ICE Trade Vaults Chief Compliance Officer CCO is appointed by the ITV
34 See Board of Directors Governance Principles, Ex. D.3.
35 See Security-Based SDR Service Disclosure Document, Ex. V.2, sec. 9; see also Swap Data Repository Rulebook, Security-Based Swap Data Reporting Annex, Ex. HH.2, sec. 2.1; Board of Directors Governance Principles, Ex. D.3.
36 See id.
37 See id.
38 See id.
39 See Board of Directors Governance Principles, Ex. D.3.
40 See Security-Based SDR Service Disclosure Document, Ex. V.2, sec. 9; see also Swap Data Repository Rulebook, Security-Based Swap Data Reporting Annex, Ex. HH.2, sec. 2.1; Board of Directors Governance Principles, Ex. D.3.
41 See id.
42 See id.

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Board and reports directly to the President of ICE Trade Vault.43 The compensation, appointment, and removal of the CCO requires the approval of a majority of the ITV
Board.44 The CCO also works directly with the ITV Board in certain instances, for example, when resolving conflicts of interest.45 The CCO has supervisory authority over all staff acting at the direction of the CCO and his or her responsibilities include, but are not limited to: i Preparing and signing a compliance report with a financial report that conforms to the requirements of Exchange Act Rule 13n11f, which shall be provided to the SEC annually in accordance with Exchange Act Rule 13n11d; ii reviewing the compliance of ICE Trace Vault with respect to the requirements and core principles described in Section 13n of the Exchange Act and the applicable SEC regulations; and iii establishing and administering written policies and procedures reasonably designed to prevent violations of the Exchange Act, the core principles applicable to SDRs and applicable law.46
ICE Trade Vault directors, officers and employees must comply with the ICE
Global Code of Business Conduct, which describes policies for, among other things, handling conflicts of interest, prohibiting insider trading, complying with the law and document management and retention requirements.47 In addition, ICE Trade Vault prohibits any member of the ITV
Board or of any board committee which has authority to take action for and in the name of ICE Trade Vault from knowingly participating in such bodys deliberations or voting in any matter involving a named party in interest a person or entity that is identified by name as a subject of any matter being considered by the ITV Board or a board committee where such member i is a named party in interest, ii is an employer, employee, or guarantor of a named party in interest or an affiliate thereof, iii has a family relationship the persons spouse, former spouse, parent, stepparent, child, stepchild, sibling, stepbrother, stepsister, grandparent, grandchild, uncle, aunt, nephew, niece or in-law with a named party in interest or iv has any other significant, ongoing business 43 See
Security-Based SDR Service Disclosure Document, Ex. V.2, sec. 9; see also Swap Data Repository Rulebook, Security-Based Swap Data Reporting Annex, Ex. HH.2, sec. 2.1.1.
44 See id.
45 See id.
46 See id.
47 See ICE Global Code of Business Conduct, Ex.
D.4.

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relationship with a named party in interest or an affiliate thereof.48 The CCO shall determine whether any member of the deliberating body is subject to a prohibition under its conflicts of interest policies.49
2. Discussion Section 13n7B of the Exchange Act and Rule 13n4c2 thereunder require an SDR to establish governance arrangements that are transparent to fulfill public interest requirements and to support the objectives of the Federal Government, owners, and participants.50 In addition, Rule 13n 4c2 requires an SDR to i establish well-defined governance arrangements that include a clear organizational structure with effective internal controls; ii establish governance arrangements that provide for fair representation of market participants;
iii provide representatives of market participants, including end-users, with the opportunity to participate in the process for nominating directors and with the right to petition for alternative candidates; and iv establish, maintain, and enforce written policies and procedures reasonably designed to ensure that senior management and each member of the board or committee that has authority to act on behalf of the board possess requisite skills and expertise to fulfill their responsibilities in the management and governance of the SDR, have a clear understanding of their responsibilities, and exercise sound judgment about the SDRs affairs.51
Furthermore, Rule 13n4b11
requires an SDR to designate an individual to serve as CCO, and Rule 13n11a requires the SDR to identify on Form SDR the person so designated.52 Rule 13n11a also requires that the compensation, appointment, and removal of the CCO
shall require approval of a majority of the SDRs board of directors.53 Rule 13n11c requires the CCO to: i Report directly to the board of directors or to the senior officer; ii review compliance with Section 13n of the Exchange Act and the rules thereunder;
iii in consultation with the board or the senior officer, take reasonable steps to resolve any material conflicts of 48 See Swap Data Repository Rulebook, SecurityBased Swap Data Reporting Annex, Ex. HH.1, sec.
2.10.2.
49 See Swap Data Repository Rulebook, SecurityBased Swap Data Reporting Annex, Ex. HH.2, sec.
2.10.4.
50 15 U.S.C 78mn7B; 17 CFR 240.13n4c2.
51 17 CFR 240.13n4c2iiv.
52 17 CFR 240.13n4b, 13n11a.
53 17 CFR 240.13n11a.

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